Common use of Indemnification by Merck Clause in Contracts

Indemnification by Merck. Merck hereby agrees to indemnify, hold harmless and defend NGM, its Affiliates and their respective officers, directors, agents, employees, successors and assigns (collectively, the “NGM Indemnified Parties”) against any and all losses, costs, expenses, fees or damages arising out of or relating to claims, allegations, suits, actions or proceedings asserted by any Third Party, whether governmental or private, arising out of or relating to: (i) the breach of any of Merck’s covenants, representations or warranties under this Agreement; (ii) the research, development, manufacture, use, sale or other disposition of any Program Compound (but excluding any Program Compound contained in or comprising an NGM Optioned Product from and after the date of NGM’s exercise of the NGM ANS Option with respect to such NGM Optioned Product), Product (but excluding any NGM Optioned Product from and after the date of NGM’s exercise of the NGM ANS Option with respect to such NGM Optioned Product), Small Molecule Collaboration Compound or Small Molecule Product by or on behalf of Merck or its Related Parties (except, for clarity, NGM and its Affiliates); or (iii) the negligence or willful misconduct by Merck, its Related Parties or their respective officers, directors, agents or employees, in performing any obligations under this Agreement; provided, however, that Merck shall not be required to indemnify, hold harmless or defend any NGM Indemnified Party against any claim to the extent that NGM has an obligation to indemnify the Merck Indemnified Parties under Section 15.2(i) or (iii) or Section 13.6.2(h).

Indemnification by Merck. Merck hereby agrees to indemnify, shall indemnify and hold harmless and defend NGMdeCODE, its Affiliates Affiliates, any present or future parent or subsidiary of them, and their respective officers, directors, agents, employees, successors agents and assigns Affiliates (collectively, the “NGM Indemnified Parties”collectively in this Section 9.1 referred to as "deCODE") from and against any and all losses, costsliabilities, expensesdamages, fees costs and expenses whatsoever, including, but not limited to, reasonable counsel fees, actually incurred by deCODE in defending against any litigation or damages arising any claim whatsoever by a Third Party and any and all other reasonable expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim, and any and all amounts reasonably paid in settlement of any claim or litigation, any settlement payments (which shall first be subject to Merck's prior written consent, not to be unreasonably withheld) (collectively in this section referred to as "deCODE Losses"), provided such deCODE Losses arise solely out of or relating to claims, allegations, suits, actions or proceedings asserted by any Third Party, whether governmental or private, arising out of or relating to: (i) the breach of any representation, warranty, or covenant of Merck’s covenantsMerck under Article 10, representations or warranties under this Agreement; (ii) the researchpromotion, developmentmarketing, manufacturedistribution and sale, usewhether directly or through distributors, sale or other disposition of any Program Compound (but excluding any Program Compound contained in or comprising an NGM Optioned Product from and after the date of NGM’s exercise of the NGM ANS Option with respect to such NGM Optioned Product)Products [**], Product (but excluding any NGM Optioned Product from and after the date of NGM’s exercise of the NGM ANS Option with respect to such NGM Optioned Product), Small Molecule Collaboration Compound or Small Molecule Product by or on behalf of Merck or its Related Parties (except, for clarity, NGM and its Affiliates); or (iii) the negligence negligence, recklessness or willful misconduct by wrongful intentional acts or omissions of Merck, its Related Parties Affiliates or its sublicensees, if any, or their respective directors, officers, directors, agents employees or employeesagents, in performing any obligations connection with the performance by Merck under this Agreement; provided, howeverand provided further, that this obligation by Merck shall not be required apply in the event that such deCODE Losses are attributable in any manner to indemnifyany intentional act or gross negligence, hold harmless willful or defend any NGM Indemnified Party against any claim to the extent that NGM has an obligation to indemnify the Merck Indemnified Parties under Section 15.2(i) or (iii) or Section 13.6.2(h)otherwise, of deCODE.

Indemnification by Merck. Merck hereby agrees to indemnify, hold harmless and defend NGM, its Affiliates and their respective officers, directors, agents, employees, successors and assigns (collectively, the “NGM Indemnified Parties”) against any and all losses, costs, expenses, fees or damages arising out of or relating to claims, allegations, suits, actions or proceedings asserted by any Third Party, whether governmental or private, arising out of or relating to: (i) the breach of [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. any of Merck’s covenants, representations or warranties under this Agreement; (ii) the research, development, manufacture, use, sale or other disposition of any Program Compound (but excluding any Program Compound contained in or comprising an NGM Optioned Product from and after the date of NGM’s exercise of the NGM ANS Option with respect to such NGM Optioned Product), Product (but excluding any NGM Optioned Product from and after the date of NGM’s exercise of the NGM ANS Option with respect to such NGM Optioned Product), Small Molecule Collaboration Compound or Small Molecule Product by or on behalf of Merck or its Related Parties (except, for clarity, NGM and its Affiliates); or (iii) the negligence or willful misconduct by Merck, its Related Parties or their respective officers, directors, agents or employees, in performing any obligations under this Agreement; provided, however, that Merck shall not be required to indemnify, hold harmless or defend any NGM Indemnified Party against any claim to the extent that NGM has an obligation to indemnify the Merck Indemnified Parties under Section 15.2(i) or (iii) or Section 13.6.2(h).

Indemnification by Merck. Merck hereby agrees to shall indemnify, defend and hold harmless and defend NGMAvalon, its Affiliates and their respective officers, directors, agents, employees, successors officers and assigns directors (collectively, the each an “NGM Indemnified PartiesAvalon Indemnitee”) harmless from and against any and all lossesLosses to which any Avalon Indemnitee may become subject as a result of any claim, costsdemand, expenses, fees action or damages arising other proceeding by any person or entity other than a Party or its Affiliates to the extent such Losses arise directly or indirectly out of (a) Merck’s, its Related Parties or relating to claims, allegations, suits, actions or proceedings asserted by any Third Party, whether governmental or private, arising out of or relating to: (i) the breach of any subcontractors’ performance of Merck’s covenants, representations or warranties obligations under this Agreement; (iib) the research, development, practice by Merck and its Related Parties of any license granted to it hereunder; (c) the manufacture, use, handling, storage, sale or other disposition of any Program Compound (but excluding any Program Compound contained in Licensed Compounds or comprising an NGM Optioned Product from and after the date of NGM’s exercise of the NGM ANS Option with respect to such NGM Optioned Product), Product (but excluding any NGM Optioned Product from and after the date of NGM’s exercise of the NGM ANS Option with respect to such NGM Optioned Product), Small Molecule Collaboration Compound or Small Molecule Product Products by or on behalf of Merck and its Related Parties, (d) the use by a Third Party of any Licensed Compound or Product sold or otherwise provided by Merck or its Related Parties; or (e) a material breach by Merck or its Related Parties (of any of covenant, representation, warranty or other Agreement made by Merck in this Agreement; except, for clarityin each case, NGM and to the extent such Losses result from the material breach by Avalon, its Affiliates); , sublicensees or (iii) subcontractors of any covenant, representation, warranty or other agreement made by Avalon in this Agreement or the negligence or willful misconduct by Merck, its Related Parties or their respective officers, directors, agents or employees, of any Avalon Indemnitee. * The asterisk denotes that confidential portions of this exhibit have been omitted in performing any obligations under this Agreement; provided, however, that Merck shall not be required to indemnify, hold harmless or defend any NGM Indemnified Party against any claim reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the extent that NGM has an obligation to indemnify the Merck Indemnified Parties under Section 15.2(i) or (iii) or Section 13.6.2(h)Securities and Exchange Commission.